William H. Berkman - Sep 21, 2023 Form 4 Insider Report for Radius Global Infrastructure, Inc. (RADI)

Role
Chief Executive Officer
Signature
/s/ Andrew Rosenstein, as Attorney in Fact
Stock symbol
RADI
Transactions as of
Sep 21, 2023
Transactions value $
$0
Form type
4
Date filed
9/21/2023, 06:00 PM
Previous filing
Mar 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RADI Class A Common Stock Award +3.33M 3.33M Sep 21, 2023 Direct F1, F2
transaction RADI Class A Common Stock Award +208K +6.25% 3.53M Sep 21, 2023 Direct F1, F2
transaction RADI Class A Common Stock Disposed to Issuer -3.53M -100% 0 Sep 21, 2023 Direct F1, F2
transaction RADI Class B Common Stock Disposed to Issuer -249K -100% 0 Sep 21, 2023 Berkman 2012 GST Family Trust F1, F2, F3
transaction RADI Class B Common Stock Disposed to Issuer -199K -100% 0 Sep 21, 2023 By BB 2008 Investment Trust F1, F2, F4
transaction RADI Class B Common Stock Disposed to Issuer -638K -100% 0 Sep 21, 2023 BB JNB Wrapper, LLC F1, F2, F5
transaction RADI Class B Common Stock Disposed to Issuer -479K -100% 0 Sep 21, 2023 By BB Partners LLC F1, F2, F6
transaction RADI Class B Common Stock Disposed to Issuer -2.64M -100% 0 Sep 21, 2023 Direct F1, F2, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RADI LTIP Units Options Exercise -3.33M -100% 0 Sep 21, 2023 Class A Common Stock 3.33M Direct F8
transaction RADI Series B Rollover Profits Units Options Exercise -208K -100% 0 Sep 21, 2023 Class A Common Stock 208K Direct F9
transaction RADI Series B Founder Preferred Stock Sale -1.24M -100% 0 Sep 21, 2023 Class B Common Stock 1.24M Direct F1, F2, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

William H. Berkman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On 09/21/2023 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of March 1, 2023 (as amended or otherwise modified from time to time, the "Merger Agreement"), by and among Radius Global Infrastructure, Inc., a Delaware corporation (the "Company"), APW OpCo LLC, a Delaware limited liability company ("OpCo"), Chord Parent, Inc., a Delaware corporation ("Parent"), Chord Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub I"), and Chord Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I ("Merger Sub II"), Merger Sub II merged with and into OpCo and Merger Sub I merged with and into the Company.
F2 (Continued from Footnote 1) Pursuant to the Merger Agreement, (a) unless otherwise agreed, each share of the Company's Class A Common Stock was converted into the right to receive $15.00 per share in cash (the "Merger Consideration") and (b) each share of the Company's Class B Common Stock and each share of the Company's Series B Founder Preferred Stock was canceled for no consideration.
F3 Reflects shares of Class B Common Stock held by Berkman 2012 GST Family Trust. Mr. Berkman is the Investment Trustee of the Berkman 2012 GST Family Trust and has investment power of securities held by the Berkman 2012 GST Family Trust.
F4 Reflects shares of Class B Common Stock held by BB 2008 Investment Trust. Mr. Berkman is the Investment Trustee of the BB 2008 Investment Trust and has investment power of securities held by the BB 2008 Investment Trust.
F5 Reflects shares of Class B Common Stock held by BB JNB Wrapper, LLC. Mr. Berkman is the sole manager of BB JNB Wrapper, LLC and has investment power of securities held by BB JNB Wrapper, LLC.
F6 Reflects shares of Class B Common Stock held by BB Partners LLC. Mr. Berkman is the managing member and majority owner of BB Partners LLC.
F7 Includes shares of Class B Common Stock that were granted in tandem with a corresponding number of Series A long-term incentive units ("Series A LTIP Unit") and Series C long-term incentive units ("Series C LTIP Unit") in OpCo, and Series B Rollover Profits Units.
F8 Pursuant to the Merger Agreement, at the Effective Time, unless otherwise agreed, each outstanding Series A LTIP Unit, Series C LTIP Unit and Series B long-term incentive unit ("Series B LTIP Unit" and, collectively with Series A LTIP Unit and Series C LTIP Unit, "LTIP Units") vested with all applicable performance conditions deemed satisfied and was canceled and converted into the right to receive a lump-sum cash payment, without interest, equal to the product of the Merger Consideration and the number of shares of Class A Common Stock into which such LTIP Unit was convertible immediately prior to the Effective Time.
F9 Pursuant to the Merger Agreement, at the Effective Time, each outstanding Series B Rollover Profits Units vested and was canceled and converted into the right to receive a payment equal to the product of the Merger Consideration and the number of shares of Class A Common Stock into which such Series B Rollover Profits Units was convertible immediately prior to the Effective Time.
F10 Reflects shares of the Company's Series B Founder Preferred Stock ("Series B Founder Preferred Stock") that were granted in tandem with a corresponding number of Series B LTIP Units and were convertible on a one-to-one basis into the Company's Class B Common Stock prior to the Effective Time.